Michael Bosworth
About Michael J. Bosworth
Independent director of Southside Bancshares, Inc. since 2017; age 74; nominee for a one-year term expiring at the 2026 Annual Meeting . President & CEO of Bosworth & Associates (insurance and risk management) since 1987; joined the firm in 1977; Certified Insurance Counselor, Certified Work Compensation Advisor, and Accredited Advisor of Insurance; Texas Tech University graduate . The Board has determined he is independent under NYSE rules; the Board is 93% independent with an independent Chair .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bosworth & Associates | President & CEO | 1987–present | Leads an independent insurance and risk management firm; extensive risk management expertise |
| Bosworth & Associates | Independent Insurance Agent & Risk Manager | 1977–1986 | Client-facing production and risk advisory experience |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Combined Agents of America | Board & Executive Committee member | Current | Industry consortium governance role |
| TMF Covenant Corporation | President of the Board | Current | Non-profit governance |
| Tyler Economic Development Council | Director | Current | Regional economic development |
| Other prior boards | Director/Trustee (various) | Prior | East Texas Communities Foundation; All Saints Episcopal School; American Red Cross of Smith County; Children’s Village; Independent Insurance Agents of Tyler and Texas (non-public) |
Board Governance
- Independence and attendance: Independent director; all directors except the CEO are independent; in 2024, each director attended at least 75% of Board and committee meetings; all directors attended the 2024 Annual Meeting .
- Board structure: Independent Chair; Board oversight via Audit, Risk, Compensation, and Innovation committees; annual Board self-assessment and director training completed in 2024 .
- Committee assignments (company vs. bank):
- Southside Bancshares, Inc.: Board member; not listed as a member of Audit, Compensation, Corporate Governance & Nominating, Risk, or Innovation committees in 2024 .
- Southside Bank (subsidiary): Bank Board member; serves on Executive/Loan & Discount, Trust, and Compliance/IT/CRA committees; Chair of the Investment/Asset-Liability Committee (ALCO) .
- Select 2024 meeting cadence (context): Southside Bank Board (13), Executive/Loan (24), Trust (6), ALCO (12) meetings, indicating active committee oversight .
Fixed Compensation
| Component | Program Terms | 2024 Amount (Bosworth) |
|---|---|---|
| Annual cash retainer | $101,000 annual retainer for non-employee directors (Company and Bank service combined) | $25,262 (cash fees) |
| Additional retainers (if applicable) | Chair retainers: Chair $48,500; Vice Chair $23,500; Audit Chair $23,500; Compensation Chair $12,500; Risk Chair $12,500; Innovation/IT Chair $7,500; Trust Chair $7,500 | $0 (not listed as a Company committee chair; ALCO Chair not listed with an additional retainer) |
| Equity (RSUs) portion | Effective 2024, at least 40% of director retainer in RSUs; directors may elect up to 100% | $75,738 (stock awards grant-date fair value) |
| Total | Cash + Stock Awards | $101,000 total |
Notes: Directors may elect to receive retainer in RSUs; RSUs vest on the first anniversary of grant; deferral available to a future date or board service end; accelerated vesting upon death, disability, or change in control on a pro rata basis .
Performance Compensation
Directors do not receive performance-based cash bonuses; equity is time-vested RSUs with one-year vesting; settlement can be immediate or deferred per election . For context on the Company’s performance-based long-term incentives for executives (which the Board oversees), PSUs are earned based on 3-year ROATCE percentile vs. the KBW Nasdaq Regional Bank Index peer group:
| ROATCE Percentile vs. Peer Group | PSU Payout (% of Target) |
|---|---|
| <25th | 0% |
| 25th | 50% |
| 40th | 80% |
| 50th | 100% |
| 60th | 120% |
| ≥75th | 150% |
Other Directorships & Interlocks
- Public company directorships: None disclosed for Mr. Bosworth in the proxy; current roles are within private/association/non-profit entities .
- Compensation committee interlocks: The Company disclosed no interlocks involving its executive officers during 2024; no adverse interlock disclosures pertinent to Mr. Bosworth were noted .
Expertise & Qualifications
- Skills matrix: Executive experience; risk; strategic planning (as designated in Board skills disclosures) .
- Credentials: Certified Insurance Counselor; Certified Work Compensation Advisor; Accredited Advisor of Insurance .
- Education: Texas Tech University .
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership | 96,727 shares; <1% of outstanding (30,409,265) |
| Direct and joint | 51,485 shares owned individually; 17,730 shares owned jointly with spouse |
| Indirect (entity) | 15,964 shares held by Bosworth & Associates (owned jointly with spouse) |
| RSUs near-term | 11,548 RSUs will convert to common stock within 60 days of record date |
| Director ownership policy | Minimum 5,000 shares within five years; as of March 19, 2025, all current non-employee directors met the requirement |
| Hedging/pledging | Company prohibits hedging and pledging of Company securities by directors and equity-receiving employees |
Governance Assessment
-
Positives
- Independence, experience, and attendance: Independent under NYSE; attended at least 75% of meetings in 2024; brings deep risk-management expertise aligned with bank oversight needs .
- Ownership alignment: Significant beneficial ownership (96,727 shares) and compliance with the director ownership guideline; anti-hedging/anti-pledging policy strengthens alignment .
- Committee focus: Chairs ALCO and serves on key bank-level committees (Trust, Compliance/IT/CRA), providing direct oversight of asset-liability and compliance risks .
-
Risks and potential conflicts
- RED FLAG – Related-party transaction: The Company purchases insurance via Bosworth & Associates; in 2024, premiums totaled $1,245,807 with commissions of $170,894 paid to Bosworth & Associates. The Board’s Conflict of Interest Policy requires review/approval and abstention by interested directors, and loans/related dealings comply with Regulation O, but the magnitude warrants investor attention to ensure arm’s-length terms over time .
- Committee balance: Not listed as a member of Corporate-level Audit or Compensation Committees, which reduces direct involvement in areas where related-party scrutiny or pay oversight might intersect, but also limits potential conflicts in those committees .
- Compliance signals: The Company disclosed certain late Forms 4 for executives in 2024; no Section 16(a) delinquencies were attributed to Mr. Bosworth in the proxy .
-
Overall view
- Net governance profile is acceptable with strong risk oversight contributions and equity alignment, offset by a material related-party insurance relationship that should be monitored for continued independence of terms and annual Board-level review .
Appendix: Quick Reference Tables
Committee Assignments (2024)
| Body | Committee | Role |
|---|---|---|
| Southside Bancshares, Inc. | Board | Director (Independent) |
| Southside Bancshares, Inc. | Audit; Compensation; Corporate Governance & Nominating; Risk; Innovation/IT | Not listed as member |
| Southside Bank | Bank Board | Director |
| Southside Bank | Executive/Loan & Discount | Member |
| Southside Bank | Trust | Member |
| Southside Bank | Compliance/IT/CRA | Member |
| Southside Bank | Investment/ALCO | Chair |
2024 Director Compensation (Bosworth)
| Fees Earned (Cash) | Stock Awards (RSUs, grant-date fair value) | Total |
|---|---|---|
| $25,262 | $75,738 | $101,000 |
Related-Party Exposure (2024)
| Counterparty | Nature | Amounts |
|---|---|---|
| Bosworth & Associates (owned by director) | Insurance policies; agency commissions | $1,245,807 premiums; $170,894 commissions |